MATTEL INC /DE/ — Director's Dealing 2012

Feb 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTEL INC /DE/ (MAT)
CIK: 0000063276
Period of Report: 2012-02-07

Reporting Person: Massingberd Geoff (EVP International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Common Stock	M	34000	$16.96	Acquired	85853	Direct
2012-02-07	Common Stock	S	34000	$32.00	Disposed	51853	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-07	Employee Stock Option - Right to Buy	$16.96	M	34000	Disposed	2014-04-30	Common Stock (34000)	Direct

Footnotes

F1: The exercise occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.

F2: The sale occurred pursuant to a previously disclosed trading plan designed to comply with Rule 10b5-1.